General Sales Conditions for Nokia digital health Products and Services

Relationship between You and Nokia

These General Sales Conditions for Nokia digital health Products and
Services (hereinafter “Sales Conditions”) apply to the contractual
relationship between You (hereafter the “Buyer”, “You”, the
“Consumer” or the “User”) and Nokia Health USA Inc. (hereinafter
“”Nokia” or “We”).

Delivery of Products and Services is carried out only within countries
enumerated on this list. The content of the webpage listing the
countries may change and Nokia does not guarantee continuous service in
the countries mentioned on the webpage listing.\
These Sales Conditions are also available in the following languages:

French

English

As a Consumer of Nokia digital health Products, You, acknowledge and
guarantee:

That You have obtained and read a copy of the Sales Conditions;

That You will only use the Nokia digital health Products and
Services provided by Nokia for personal and non-commercial usage,
and that You are not acting in a purpose related to a trade,
business, craft or profession;

To be in possession of the Sale Conditions on a durable media, for
example by printing them out;

To be of age required or otherwise authorized under the law of your
country of residence to purchase or acquire such Nokia digital
health Product, and aware of the legal regulations applicable to the
Contract;

That You have the right under the law of Your country of residence
to carry out an order and to receive delivery in Your country of
residence;

That You agree with, and don’t object to any clause or part of these
Sales Conditions;

That You acknowledge any order by You as a full acceptance of these
Sales Conditions;

To be fully aware that the placing of any order leads to an
obligation to pay.

You understand that Your action of placing an order, or purchasing
or acquiring one or several Nokia digital health Products and
Services constitutes Your confirmation that You have read and
understood and that You agree with these Sales Conditions without
reservation, objection or contestation.

Definitions

It is understood and agreed between the parties that the words written
with a Capital letter are defined as follows:

Buyer: refers to a Consumer complying with all applicable legal
provisions to enter into a Contract and having placed one or several
orders of one or several Nokia digital health Products or Services by
means of the Internet and/or Applications published by Nokia.

Consumer : means an individual who seeks or acquires any goods or
services, primarily for personal family or household purposes, including
credit transactions associated with such purchases.

Contract: means each Contract which is formed between the Consumer
and Nokia based on the order issued by Consumer, after confirmation of
the order by Nokia and the completion of all the necessary actions
described in these Sales Conditions.

Parties: The Buyer or Consumer or User, on one hand, and Nokia on
the other hand.

Products or Nokia Products and/or Services or Nokia Services: refer
to a range of Nokia digital health products and services that can be
subject to an order on the Website.

User: means any natural person who is using or interacting with the
Nokia digital health Product and/or Services.

Website: refers to the Website available at the following address :
health.nokia.com

Purpose

These Sales Conditions are applicable to all means, mediums and actions
enabling (1) the presentation of an offer to the Consumer especially
through the Website and through the Applications published by Nokia (2)
the acceptation of such offer thereby leading to conclusion of the
Contract and (3) performance of the Contract.

Modifications of the Sales Conditions

It is understood and agreed between the parties that Nokia keeps the
right to modify or change, in any case, all or part of these Sales
Conditions to reflect changes to the law or any applicable regulation,
changes to our Products and Services or any event which is deemed
sufficient by Nokia to command such revisions. Any new version of the
Sales Conditions replaces the previous Sales Conditions. Changes will
not apply retroactively, which means that any order is subject to the
Sales Conditions version applicable at the time of placing an order.

We recommend You to frequently consult the Nokia Services Terms and
Conditions as well as saving the newest version on durable media; e.g.
paper print.

Process of the order and formation of the Contract

Description of the Products - Price - constitutive elements of the Offer

Description of the Products

Each Product is subject to a description on the Website. Only the
applicable Sales Conditions, the descriptions, characteristics, features
presentations and price that We publish and that We directly present on
the Website, shall be regarded as constituting the description of the
Product approved by Nokia.

You are fully responsible to verify the compatibility of the Product(s)
and Service(s) as they are described in the above mentioned published
materials with your own needs and to the purposes You intend to use the
Product for.

You agree that photography and videos illustrating the Products cannot,
in any case, constitute a contractual document or means of information
and that they are only provided for illustration purposes. Such
photography and videos must not be considered as a determinant element
of Buyer’s consent to place an order.

Price

Prices listed do not include any applicable Delivery and shipping
expenses. Shipping expenses will be mentioned as such before
finalization of the order. They will be clearly expressed as an addition
to the cost of the Products ordered unless otherwise indicated, for
example by means of a reduction voucher, a gift card, or a special
offer.

Depending on where You connect yourself to the Website, it is possible
that the price indicated on the Website does not include any taxes. We
draw your attention to the fact that the sales price never includes
possibly applicable customs duties and related taxes on import. Also,
the legislation applicable to You can impose certain taxation that We do
not collect. It is Your responsibility to pay such taxes and/or customs
duties at Your own expense as well as to fully comply with the
applicable regulations.

The price listed on our Website may be in a currency that does not
correspond to the currency within Your State. Nokia will not, in any
case, bear the cost of the exchange of currency. The Buyer must pay
additional costs resulting from such change of currency. It is advisable
to obtain information of the charges and exchange rates applicable when
placing an order, especially as regards to the means of payment that You
wish to use and that We propose to You.

The total price that You have to pay to Nokia includes the cost price of
the Product, the related Delivery expenses and, when expressly
mentioned, the aforementioned taxes. Those elements are indicated on the
summary page of the order.

The prices can be modified at any time without prior notice. Only the
prices that are presented at the moment You place an order are
applicable.

Constitutive elements of the order

The above mentioned elements determine the offer by which We are bound
to when accepted by You. The sales offers that We present to You via
internet are valid, within the limits of our available stock, as long as
they are accessible by You on the Website and on the Application
published by Nokia or, if so mentioned on the Website or the
Application, until the expiration of their validity.

Nokia cannot, in any case, be liable for any other offers than the ones
directly expressed on the Website or through Applications published by
Nokia.

We inform You that prior to your Buyer Identification (entering your
order information), You can obtain the details of your shopping cart by
clicking on the icon "shopping cart". You can then redeem coupon codes
and gift cards at Your disposal by entering the code on the same page
and confirming your entry. The price indicated will then include these
reductions.

Buyer Identification - Determining the Delivery address and Invoice

To place an offer, the Buyer shall place an order without creating an
account. It is imperative that the Buyer communicates all requested
information accurately, including but not limited to his/her name,
complete address, and phone number. Such information are needed by Nokia
in order to carry out the order and the Delivery.

If You have designated another person to receive the Products or
Services under the order, make sure that this person gives the required
agreement prior to the order and authorize You to communicate us
personal information especially personal data. Nokia cannot be held
responsible of information provided without the consent of the final
recipient. By providing erroneous information, the Buyer waives all
his/her rights to claim any related breaches of contracts in case Nokia
fails to perform its obligations consequently to Buyer’s failure to
provide correct information about the intended recipient of the Products
or Services.

To facilitate access through the electronic system, We remind You that
your identification can be automated through the use of cookies. The
identification will be automatic unless You clear your history in your
web browser. It is therefore recommended you clear your history in your
web browser when leaving your web browser. Nokia cannot be responsible
for any personal data communicated to one or several parties through an
authorization given implicitly or explicitly by You to one or several
parties by leaving your browser without clearing your history.

Order – Prior verification of the offer

When We have the necessary information to (1) establish the invoice for
your order (2) identify You as the person that has placed the order and
(3) enable us to carry out the Delivery, We will propose You different
Delivery modalities. You are requested to choose one of them. The order
will be invoiced according to the indicated cost.

The Delivery means will be set similarly for all the Products included
in the same order, i.e. bought simultaneously on our Website, or the
Application. The indicated cost will be valid for the set of Products.
If You want Products to be shipped following different modalities You
are required to issue multiple orders.

Unless otherwise stated, the reduction vouchers and gift cards are not
applicable to the cost applicable to Delivery.

In order to have full knowledge of the cost of your order, Delivery cost
and Delivery means that You have chosen will be added into your shopping
cart. The total indicating the cost that You will effectively pay based
on your order will be displayed. We remind You that the cost does not
include customs duties or related import taxes and will not include
additional taxes that You might be required to pay according to the
legislation that is applicable to you.

By clicking on the button “Continue” You will be asked to choose the
means of payment. Following this choice, You will be asked to fulfill
the form that will allow us to identify and proceed to the Payment with
the means of payment that You have so chosen.

Payment – Means of payment security – Fraud Prevention Measures

We put at your disposal different means of payment allowing You to pay
your order. These are indicated during the order process and prior to
the finalization of the Order. The transactions are carried out through
the transaction encashment platforms allowing the payment to be carried
out through payment means. The payment transaction is carried out by
third party companies - By paying through these services, You could be
asked to have a personal account. Therefore, We never have access to
your bank data. Also, to prevent fraudulent transactions We have set
up procedures for verifying your orders. If a fraud is suspected, these
procedures will allow us to block, and if needed, to cancel your order.
If your order needs to be cancelled, You will be informed by email at
the address that You have indicated without delay. If You want to
contest our decision to cancel your order, please contact our customer support department.

Finalization of the order – Conclusion of the Contract

In order to realize your order, We provide You with a summary of the
relative information of your order allowing You to verify the details
You have entered. Before clicking the button allowing You to place the
order and to express your acceptance, You will be given the possibility
to modify the address of the invoice, the address of delivery, the
desired shipping method, and the Products and Services in your basket.

To complete your order You must click on “place my order”. You are fully
aware that the fact of placing an order implies an obligation to pay.
Payment is direct. The lack of payment prevents formation of the order.
As soon as Your order is completed, You will immediately receive an
identification number of your order summary at the email address that
You have indicated during the order process. Your order confirmation
will entail your commitment to proceed to the conclusion of the Contract
between Nokia and You and constitutes:

Your Acceptance of an offer presented by Nokia via our Website, our
Applications (on particular mobile devices) or via any other
organized sale system published by Nokia, without the simultaneous
presence of the Parties and by the exclusive recourse of one or
several mediums; and

Your Acceptance of these Sales Conditions; and

Unless otherwise expressly allowed by Nokia, the acceptance of the
payment of the purchase price of the Products and Services ordered
in its entirety once the Contract is concluded.

Nokia may agree to conclude the Contract based on the information
provided by You – or Nokia may refuse to conclude the Contract based on
the results of the data processing carried out in order to verify the
compliance of your order with these Sales Conditions such as, but not
limited to verification of delivery location or Fraud prevention
measures. An email with the acknowledgement of the order, its approval
by Nokia, your acceptance, and the payment processing will be sent to
You by Nokia at the email address that You have indicated during the
order process (“Order Confirmation Email”).

Filing

Communication filing, purchase orders, and invoices are stored on Nokia
servers enabling both parties to make a copy of all the elements for the
conclusion of the Contract.

Specific measures to offers with subscription

Certain Products and Services can be offered by Nokia through a
subscription. Such a subscription commits You for a determined period of
time (the "Initial Contract Period"). The period of time of the
subscription is indicated in the order. If this subscription concerns a
Service, You grant us your prior express consent to perform the Service
as soon as possible. You acknowledge that You will lose your right of
withdrawal once the Contract has been fully performed by us. By your
subscription, You place a unique order that implies an obligation to pay
the amount of money for the period of your subscription.

Unless You terminate Your subscription according to the below terms,
Your subscription will be automatically renewed for an equal time period
after expiration of the Initial Contract Period. The renewal will be
charged to the applicable price of the date of the renewed subscription.

You will be informed of the automatic renewal by an email at the email
address that You have indicated to Us. The email will be forwarded at
the earliest three (3) months and at the latest one (1) month before the
expiration of the Initial Contract Period.

After the Initial Contract Period You can terminate the Contract at your
will, without prior notice. However, if the subscription concerns a
service on a specific period, the subscription month that has started
prior to the date of termination should be paid in full.

Delivery of the Products

Time of delivery

Unless We have notified You otherwise, We will deliver the Products You
have purchased not later than 30 days from the Order Confirmation Email
reception and payment of your order.

Conditions of Delivery– Prerequisite

Delivery (referred to as the “Delivery” in these Sales Conditions)
is defined as the physical possession or control of the Product and/or
the activation of the Product. Delivery will be deemed fulfilled for
each Product on the day on which:

The Product has been delivered at the postal address You have
notified us; or

The Product has been physically delivered to You or to a third party
designated by You (other than the carrier); or

The Product has been activated and linked to an account.

The risk of loss or damage to the Product shall pass to You when You or
the third party designated by You (other than the carrier) has acquired
the physical possession of the Product.

You are required to meet certain pre-requisites related to Delivery
including without limitation those specified in Nokia Services Terms and Conditions. Thereby, You or the third party You have designated to
receive Your delivery:

Must be present at the postal address You have notified us at the
time schedule of delivery notified to You by the carrier or Nokia.

Must proceed to a check-up of the package delivered and notify
immediately, by email or any other means, any anomaly in the
Delivery to Nokia.

Any claim relating to an error or defect in Delivery must be made by You
as soon as possible.

Delivery failure

Unless otherwise specified by any mandatory legal provision, We have the
right to charge You for the completion of a new shipment if any failure
of Delivery occurs for a reason for which Nokia or the carrier We
designated to make the Delivery is not responsible. Such reasons include
Your failure to fulfil the above pre-requisites related to Delivery.

Delay in Delivery

You shall be entitled to terminate the Contract, if Delivery is not
carried out within thirty (30) days from the Order Confirmation Email
reception and payment of your order, unless We have indicated on the
confirmation of Your purchase of the Product that the Delivery date will
take place more than thirty (30) days after the Order Confirmation Email
reception and payment of your order.

However, prior to such termination of Contract, You shall contact and
require Nokia to make the Delivery within an additional period of time
appropriate to the circumstances. If We fail to deliver the Product
within that additional period of time, You shall be entitled to
terminate the Contract by sending us a notification by registered letter
with an acknowledgment of receipt.

Unless We have carried out the Delivery within the additional time
indicated by You, the Contract shall be considered as terminated upon
Our receipt of the letter or written statement notifying us of Your
decision to terminate the Contract.

The hereinabove provision shall not be applicable to Contracts where
delivery within the agreed delivery period is essential taking into
account all the circumstances attending the conclusion of the Contract
or where You have informed us, prior to the conclusion of the Contract,
that Delivery by or on a specified date is essential.

If the Contract is terminated according to the conditions specified in
this article, We will reimburse You all payments received by Us for Your
purchase of the Product(s) and/or the Service(s) under the terminated
Contract without undue delay and in any event not later than 14 days
from the day on which You have communicated us your decision to
terminate the Contract.

Right of withdrawal by Nokia.

The provisions of this section do not limit any of the rights You are
entitled to by the applicable law.

Conditions

We grant You a 30 day trial period during which You can return your
Product and request a refund for your order.

This withdrawal period will expire 30 days after the day on which You
completed Your order of the Product. You can find this date on the
confirmation of your purchase.

The Right of withdrawal granted by Nokia does not apply in the following
cases:

The supply of any digital content;

In case You are unable to send us back the Product and its
accessories in the original packaging;

For hosting Nokia Services;

For Nokia Services under a subscription;

When the returned Product is not the Product subject to the right of
withdrawal granted by Nokia. This element can be determined using
the serial number (MAC ID) of our Products;

When the returned Product was used in a way not in compliance with
Nokia published guidelines for the Product. This provision shall
apply for any returned Product that is damaged or otherwise in a
state that does not allow us to sell the Product “as is”. In case
any repair or replacement of parts on the returned Product is
required, We will exclude Your Right of withdrawal;

When the returned Product has been in contact with water while the
Product was not designated as « waterproof » by Nokia;

The supply of goods made in accordance with your specifications or
customised or personalised for You;

The supply of goods which are liable to deteriorate or expire
rapidly;

The supply of sealed goods which are not suitable for return due to
health protection or hygiene reasons and were unsealed after
delivery;

The supply of sealed audio or sealed video recordings or sealed
computer software which were unsealed after delivery;

The supply of digital content which is not supplied on a tangible
medium if the performance has begun with the Consumer’s prior
express consent and his acknowledgment that he thereby loses his
right of withdrawal.

The right of Withdrawal by Nokia only applies to Products purchased on
the Website. If You bought your Product from any other distribution
network, please contact your reseller.

How do I exercise my Right of withdrawal?

To exercise the right of withdrawal, You must inform us of your decision
to withdraw from the Contract by an unequivocal statement (e.g. a letter
sent by post or e-mail) or by contacting our Support. To help us to
improve our Products, We may ask You to explain us your decision.

Consequences

If You exercise your right of withdrawal, You shall send back the
Products and their accessories without undue delay. The return of the
Products is at your own expense. You shall bear all the costs of
returning the Products. The burden of proof in respect of the exercise
of the withdrawal right and return of the Product lies on you. You shall
return the Product and its accessories at the postal address
communicated to You by our customer support department.

As soon as We receive the Product and after checking its proper working
order We shall reimburse You the price of the Product without any delay.
We will not reimburse You the shipping fees, banking charges nor customs
charges. We will carry out such reimbursement using the same means of
payment as You used for the initial transaction, unless You have
expressly agreed otherwise; in any event, You will not incur any fees as
a result of such reimbursement.

However, in case We conclude, when checking the proper working order of
the Product, that Your right of withdrawal does not apply due to any of
the above exclusion provisions, We may nevertheless be able to provide
You with the following choice:

We send You back the Product at You own expense and risk after
payment of all returning expense.

Destruction of the Product - Refurbishment of the Product. This
solution will be automatically chosen if You refuse to pay the
returning expense within 14 days from the day We notified You the
fact that the Product is not covered by Nokia’ Right of withdrawal.

Customer support department

To provide You an efficient help, your personal data can be temporarily
communicated to a member of our customer support department until We
solve your issue. To protect your Privacy, We ensure that our customer
support department fully complies with our Data Privacy policy.

Warranties

When purchasing a Product or a Service, You shall verify if there are
any conditions of entrance of the Product into the country in which You
are expecting us to deliver the Product and/or the Service.

Warranty and liability attached to the means of ordering on the Website or through our Applications.

In accordance with our Nokia Website Terms and our Applications Terms of Use, unless otherwise specified by any mandatory legal provision,
Nokia is not liable for any direct or indirect, material or immaterial
damage (such as loss of profits, loss of opportunity, loss of goodwill,
loss of data, loss to your image and reputation) arising when using our
Website and/or Applications and/or any technical means requested to
purchase a Product or a Service on our Website and Applications. THE
NOKIA SERVICE ATTACHED TO THE MEANS OF ORDERING ON THE WEBSITE OR THE
APPLICATIONS ARE PROVIDED ON AN “AS IS” BASIS. NOKIA MAKES, AND YOU
RECEIVE, IN CONNECTION WITH THE WEBSITE, THE APPLICATIONS, THE NOKIA
SERVICE ATTACHED TO THE MEANS OF ORDERING ON THE WEBSITE OR THE
APPLICATIONS, NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Warranty attached to Nokia’ Products.

When purchasing on our Website or through our Applications, You will be
granted warranties attached to your Product. Such Warranties may vary
according to the country in which You are residing. Please find the
warranty attached to your Product here.

Data Privacy

At Nokia, protecting the privacy of our Users is of the utmost
importance. You may want to read our Privacy Policy and our Supplement for Nokia digital health Product and Services.
We grant You the right of access to and the right to rectify any data
concerning You by contacting our customer support department. You can
also object, at any time on compelling legitimate grounds relating to
your particular situation, to the processing of data related to you.

General provisions

Force Majeure

Any event that is deemed at once unforeseeable, insurmountable and
external and thereby prevents us from fulfilling our obligations under
these Sales Conditions is considered an event of Force Majeure (“Force
Majeure Event”). The following events are especially considered as
examples of Force Majeure Events: strikes, flood, fire, lock-outs,
disruption and distractions in transport services, supply difficulties
in raw material or energy, any communication interference resulting in
any difficulty to fulfil any order or delivery performance of any act
required by the Contract shall be suspended for the duration of the
Force Majeure Event. The performance of such act shall be immediately
continued once the cause of the Force Majeure Event ceases.

Scope of the Contract.

This version of the Sales Conditions constitutes the entire agreement
between you and us and cancels, excludes and replaces any previous
conditions in its subject matter. You acknowledge that other documents
of the Nokia Services Terms and Conditions may also apply to you when
you are subject to these Sales Conditions.

Severability

If any provision of the Sales Conditions is held invalid or
unenforceable by a court of competent jurisdiction, the invalid or
unenforceable part or provision will be deemed as unwritten.

Waiver

Any failure to exercise or delay in exercising any right, power or
privilege under the Contract shall not operate as a waiver; nor shall
any single or partial exercise of any right, power or privilege preclude
any other or further exercise thereof.

Evidence – Electronic communication

Any notification and communication between Nokia and You can be realized
by any electronic means of communication such as emails. You hereby
grant us your express consent for sending You by electronic means of
communication any notification through your Nokia health account.

Governing law – Dispute resolution

These Sales Conditions and all any action related thereto shall be
governed, controlled, interpreted by and construed in accordance with
the laws of the State of Massachusetts (USA) without regard to
principles of conflict of laws.

Any dispute, claim or controversy arising out of or relating to these
Sales Conditions or the breach, termination, enforcement, interpretation
or validity thereof, including the determination of the scope or
applicability of these Sales Conditions to arbitrate, shall be
determined by arbitration rather than in court, except that you may
assert claims in small claims court if you claim qualify. The Federal
Arbitration Act and federal arbitration law apply to these Sales
Conditions. The arbitration shall be administered by Judicial
Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to
its Streamlined Arbitration Rules and
Procedures then
in effect. The arbitration will be conducted on an individual basis –
class arbitrations and class actions are not permitted -, in the
hometown area of the consumer, using the English language, by one
arbitrator who shall be selected from the appropriate list of JAMS
arbitrators. Judgment on the Award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking
provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.